MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE ACQUISITION COMPANY VI, INC., SPINE AND PAIN CENTER, INC. AND MICHAEL P. MARTIRE, M.D. EXECUTION DATE: DECEMBER 23, 2003.Merger Agreement • December 30th, 2003 • Paincare Holdings Inc • Misc industrial & commercial machinery & equipment • Florida
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of this 23rd day of December, 2003 (the “Execution Date”) by and among PAINCARE HOLDINGS, INC., a Florida corporation (“PainCare”), PAINCARE ACQUISITION COMPANY VI, INC., a Florida corporation (“Subsidiary”, and together with PainCare, the “Acquiring Companies”), SPINE AND PAIN CENTER, INC., a North Dakota corporation (the “Company”), and MICHAEL P. MARTIRE, M.D., an individual (the “Shareholder”). The Company and the Shareholder are sometimes referred to herein as the “Sellers.” PainCare, Subsidiary, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MANAGEMENT SERVICES AGREEMENT BY AND AMONG PAINCARE ACQUISITION COMPANY VI, INC. SPINE, ORTHOPEDIC AND PAIN CENTER, P.C. AND MICHAEL P. MARTIRE, M.D. DATED AS OF DECEMBER 23, 2003Management Services Agreement • December 30th, 2003 • Paincare Holdings Inc • Misc industrial & commercial machinery & equipment • Florida
THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is entered into as of this 23rd day of December, 2003, by and among PAINCARE ACQUISITION COMPANY VI, INC., a Florida corporation which has been qualified to transact business in North Dakota (“Manager”), SPINE, ORTHOPEDIC AND PAIN CENTER, P.C., a North Dakota professional corporation (the “Practice Operator”) and, for purposes of Sections 4.14 and 4.15 only, MICHAEL P. MARTIRE, M.D., as the sole shareholder of Practice Operator (“Michael P. Martire, M.D.”). Manager, Practice Operator and Michael P. Martire, M.D. are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
